OFFERING MEMORANDUM Long-Term Net Lease Sale | XSport Fitness (Suburban ) TABLE OF CONTENTS 2

Transaction Summary...... 5 Tenant Summary...... 6 Chicago Market Overview...... 7 Downers Grove Demographics...... 9 Market Overview...... 10 Aerial View...... 11 Exterior Photos...... 12 Naperville Demographics...... 15 Market Overview...... 16 Aerial View...... 17 Exterior Photos...... 18 St. Charles Demographics...... 21 Market Overview...... 22 Aerial View...... 23 Exterior Photos...... 24 Interior Photos...... 26 Matteson Demographics...... 29 Market Overview...... 30 Aerial View...... 31 Exterior Photos...... 32 Crestwood Demographics...... 35 Market Overview...... 36 Aerial View...... 37 Exterior Photos...... 38 DISCLAIMER 3

This Offering Memorandum (“Memorandum”) is intended solely for the use of prospective investors in determining whether or not to pursue the possible acquisition of the XSport Fitness properties in the Chicagoland area. This Memorandum is of a proprietary and confidential nature. Prospective investors and/or their advisors are expressly forbidden from sharing this information with any individuals or organizations that are not directly connected with the analysis of this investment opportunity. STREAM Capital Partners, LLC (“SCP”) has been retained as the exclusive advisors for this investment opportunity. Any and all inquiries are to be directed to SCP.

By accepting this Memorandum, the recipient agrees that it will cause its directors, officers, employees and representatives to use the Memorandum and all of the information contained therein only to evaluate this specific investment opportunity and for no other purpose and shall return this Memorandum together with any copies to SCP upon request. This Memorandum contains confidential material which is non-public information. Receipt of this Memorandum constitutes your acknowledgment that you will maintain the information contained herein in strict confidence.

All information contained herein has been provided by XSport Properties (the “Organization”), its affiliates or other sources that SCP deems reliable; however, SCP has not independently verified any of the information, including the financial estimates and projections and selected real estate information, contained herein. This Memorandum includes information about the Organization, including selected financial information, estimates and projections that reflect various assumptions concerning anticipated results, which may or may not prove to be correct and selected real estate information which may or may not prove to be correct. Such projections and estimates may or may not be indicative of future performance, which may be significantly more or less favorable than that as reflected herein.

In furnishing this Memorandum, none of the Organization, its affiliates or SCP undertakes any obligation to provide additional information or to correct or update any of the information set forth in the Memorandum. None of the Organization, its affiliates or SCP makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained herein in this Memorandum, or made available in connection with any further investigation of the Organization, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The recipient should rely solely on the representations and warranties made to it by the Organization or its affiliates in any executed definitive agreement.

Under no circumstances should the Organization, its affiliates or any of their management, directors, shareholders, employees, customers or vendors be contacted directly. Exclusive Representation

Jonathan Wolfe Jordan Shtulman Jeff Lizzo Managing Principal Managing Principal Vice President 312 310 279 8 847 226 4133 630 222 8409 [email protected] [email protected] [email protected] Lic: 475.017515 Lic: 475.152062 Lic: 475.149270 THE OFFERING TRANSACTION SUMMARY 5

Property Address: 3200 Finley Road Cap Rate: 6.50% Downers Grove, IL 60515 Purchase Price: $62,125,338 Building (SF): 43,501 Annual Rent: $4,038,147 Land Acres (est.): 5.64 Annual Rent / ($ / SF): $1,087,525 / $25.00 per SF Lease Type: NNN Property Address: 2780 Fitness Drive Landlord Responsibilities: None Naperville, IL 60540 Year 1 Annual Rent: $4,038,147 Building (SF): 43,501 Tenant: XSport Fitness Land Acres (est.): 5.21 Lease Term: 15 Years Annual Rent / ($ / SF): $1,087,525 / $25.00 per SF Rent Commencement: Upon Closing Property Address: 238 N. Renewal Options: Four (4), Five (5) Year Saint Charles, IL 60174 Options Building (SF): 43,501 Rent Escalations: 10% every five (5) years Land Acres (est.): 3.94 Guarantee: 15 Years Annual Rent / ($ / SF): $1,087,525 / $25.00 per SF Property Address: 4701 Lincoln Mall Drive Matteson, IL 60443 Building (SF): 23,803 Land Acres (est.): 2.27 Annual Rent / ($ / SF): $357,045/ $15.00 per SF Property Address: 13343 S. Crestwood, IL 60445 Building (SF): 15,501 Land Acres (est.): 2.40 Annual Rent / ($ / SF): $418,527 / $27.00 per SF TENANT SUMMARY 6

Founded in 1997, XSport Fitness is one of America’s fastest growing fitness chains. In addition to state-of-the-art equipment and facilities, first class service, top-of-the-line personal trainers, dietary supplements, the latest in fitness apparel, and educational programs,XSport’s gyms are also equipped with a child’s play area and, for convenience, are open 24 hours a day, seven days a week.

XSport Fitness strives to provide its members with a pleasant, upbeat, and comfortable environment to exercise and train in. Members also enjoy a full service spa and salon where they can relax while savoring a massage or facial, get a haircut, hit a tanning bed, or indulge in one of many other luxurious services.

XSport’s mission is to promote an atmosphere that allows members to create and maintain a rewarding and healthy lifestyle. The dedication and passion lived out by employees continue to establish and maintain XSport’s reputation as a first-class member service- oriented organization dedicated to a healthy environment for its members.

XSport Fitness accomplishes this by adhering to the following core values and goals:

• To provide the best fitness facility to members • To maintain the best value • To create the best atmosphere in which to train • To provide the best service to members

As the number of gyms in the fitness industry continues to grow, membership is also climbing steadily. The total number of gym members in the U.S. alone stands at just over 50 million. That is a 22% jump compared to 2005, when around 41 million people had active memberships. MARKET OVERVIEW | CHICAGO 7

With over 2.7 million residents, Chicago is the most populous city in both the state of and the Midwestern United States. The Chicago metropolitan area, often referred to as “Chicagoland,” has nearly 10 million people and is the third-largest in the United States. Positioned along Lake Michigan, Chicago is St. Charles considered one of the most important business centers Location in the world. The city is an international hub for finance, commerce, industry, technology, telecommunications, and transportation. Downers Grove Location The city has one of the world’s largest and most diversified economies, with no single industry employing more Naperville than 14% of the workforce. Chicago welcomes 175,000 Location suburban people daily for work and features a strong Crestwood labor market with an unemployment rate of 4.5%. Location The Chicagoland region also has the largest number of U.S. highways and railroad freight where nearly 50 percent of U.S. rail freight passes through Chicago. Matteson Nearby is Midway International Airport and O’Hare Location International Airport, which is the second-busiest airport in the world when measured by aircraft traffic.

In 2016, Chicago hosted record 54 million domestic and international visitors, making it one of the most visited cities in the United States. Today, Chicago has become a global city, a thriving center of international trade and commerce, and a place where people from diverse backgrounds come to pursue the American dream.

Chicago and its surrounding area hosts more than 65 colleges, community colleges, and universities. Additionally, attracting 1.7 million spectators each year, the Chicago Marathon is the fourth-largest race by number of finishers worldwide. In 2015, the marathon contributed an estimated $277 million worth of activity to the Chicago economy, equivalent to 1,948 jobs. DOWNERS GROVE 3200 Finley Rd. DOWNERS GROVE 9 DEMOGRAPHICS

POPULATION ESTIMATE

1-MILE 3-MILE 5-MILE 4,836 79,504 2 7 2 ,112

ESTIMATED AVERAGE HOUSEHOLD INCOME

1-MILE 3-MILE 5-MILE $134,354 $123,006 $ 127,192 MARKET OVERVIEW | DOWNERS GROVE 10

Downers Grove is located in the heart of DuPage County, just 22 miles west of Chicago. Since its founding in 1832, Downers Grove has been a destination Naperville, IL 10 mi for those who want to raise a family and for those who want to build a O’Hare Airport 18 mi business. It is a proud community of 49,000 and is also home to thousands Chicago, IL 22 mi of businesses who benefit from its strategic location and business-friendly environment.

A premier location for business, Downers Grove hosts many corporate and regional headquarters such as Dover Corporation, DeVry Education Group, and FTD Companies Inc. The Village also houses regional satellite offices of numerous national corporations including Microsoft, MetLife, and State Farm. In addition to Class A office parks, Downers Grove has sites for commercial and industrial tenants and opportunities for redevelopment projects.

With both O’Hare and Midway Airports less than thirty minutes away, Downers Grove is in the heart of the I-88 and I-355 corridors. The community is served by three Metra stations, including one in its lively downtown. In addition to seven hotels, Downers Grove is also home to Advocate Good Samaritan Hospital, which has the only Level One trauma center in DuPage County.

Hosting several private schools and the main campus of Midwestern University which has 2,500 students, the community is served by two award- winning school districts which encompass eleven elementary schools, two middle schools, and two high schools. In 2013, U.S. News & World Report ranked Downers Grove high schools as among the best in Illinois.

In addition to its own Golf Club, Downers Grove has 49 park sites sprawled out over 600 acres. Forbes Magazine recently named Downers Grove as one of “America’s Friendliest Towns” and was the only community in Illinois to be recognized in the survey.

The Subject Property is located on Finley Road which serves 22,500 vechicles per day near the intersection of I-355 (92,800 vehicles per day) and I-88 (194,350 vehicles per day). Also nearby is The Morton Arboretum, College of DuPage with more than 28,000 students, and the popular , a 1.5 million square-foot two-level shopping center with over 150 specialty stores and 20 restaurants. AERIAL VIEW | DOWNERS GROVE 11

ay r d pe es icl eh v 0 5 ,3 4 9 92,800 vehicles per day per vehicles 92,800 1

Midwestern University: 2,500 students 32,197 households within 3-mile radius of property EXTERIOR PHOTOS | DOWNERS GROVE 12 EXTERIOR PHOTOS | DOWNERS GROVE 13 NAPERVILLE 2780 Fitness Dr. NAPERVILLE 15 DEMOGRAPHICS

POPULATION ESTIMATE

1-MILE 3-MILE 5-MILE 6,928 88,755 243,827

ESTIMATED AVERAGE HOUSEHOLD INCOME

1-MILE 3-MILE 5-MILE $ 123 ,931 $136,922 $140,138 MARKET OVERVIEW | NAPERVILLE 16

Naperville, a suburb west of Chicago in DuPage and Will counties, is strategically located among the area’s beltways. With a strong commercial Downers Grove, IL 10 mi base attracting commuters from other neighborhoods in all directions, Orland Park, IL 24 mi it has become something of an exurb. In just half a century, the City of Chicago, IL 33 mi Naperville has grown from a prairie town of fewer than 10,000 people to a bustling city of 147,000 residents that is home to everything from international corporations and regional transportation networks to colleges such as North Central College and College of DuPage which welcomes a combined total of 30,000 students per year. As the fifth- largest city in Illinois, Naperville’s population increased 4.69 percent in the past decade from 140,519 in 2006 to 147,122 in 2016.

Naperville is within the Illinois Technology and Research Corridor which houses the headquarters and regional centers for many Fortune 1000 companies, several office and industrial parks, colleges and universities, research and scientific institutions, medical and government centers, and abundant shopping, dining, lodging, and entertainment amenities. The city’s diversified employer base features high technology firms, retailers and factories, as well as small and home-based businesses.

The Naperville area is home to many popular retailers, restaurants, and shopping centers, such as downtown Naperville, Freedom Commons, In a 2010 study assessing cities with populations exceeding 75,000, Springbrook Prairie Pavilion, and the Route 59 and Naperville was ranked as the wealthiest city in the Midwest and the corridors. Naperville has over twenty car dealerships, and in October eleventh wealthiest in the nation. It was ranked among the nation’s safest 2006, the city opened the country’s first public-private automobile test cities by USA Today and Business Insider. track, situated on a 9-acre course, at a cost of $1.5 million. A family-friendly suburb with acclaimed schools and one of the best Situated just off the intersection of Route 59 and 75th Street, where public library systems in the country, Naperville is consistently rated as the traffic count exceeds 536,646 vehicles per day, the Property is well- one of the top places to live in America by Money magazine. Additionally, positioned in one of Chicago’s most affluent and critically-acclaimed Naperville was rated first on the list of best cities for early retirement in suburbs. Within a three-mile radius, the average household income 2013 by Kiplinger. is greater than $136,000. A one-minute drive from and ten-minute drive from Downtown Naperville, the immediate area boasts other national retail tenants including Whole Foods, Home Depot, Dunkin’ Donuts, Costco, , Jimmy John’s, and Panera. AERIAL VIEW | NAPERVILLE 17

Naperville North High School: 2,702 students

North Central College: 2,716 Downtown students Naperville

Naperville Central High School: 536,646 vehicles per day 2,892 students

Edward Hospital: 4,940 employees

38,000 vehicles per day 33,017 households within 3-mile radius of property EXTERIOR PHOTOS | NAPERVILLE 18 EXTERIOR PHOTOS | NAPERVILLE 19 ST. CHARLES 238 N Randall Rd. ST. CHARLES 21 DEMOGRAPHICS

POPULATION ESTIMATE

1-MILE 3-MILE 5-MILE 11 ,18 5 54,322 110,670

ESTIMATED AVERAGE HOUSEHOLD INCOME

1-MILE 3-MILE 5-MILE $117,465 $139,594 $142,070 MARKET OVERVIEW | ST. CHARLES 22

St. Charles, situated in DuPage and Kane counties, lies roughly forty miles west of Chicago on Illinois Route 64. In 2016, St. Charles had a population of 32,717 people. Since 2000, it has had a population growth of 14.47 percent. An affluent community with the Fox River running through the center of town, St. Charles’ cost of living is 19.80 percent higher than the U.S. average.

St. Charles real estate is some of the most expensive in Illinois with prices on some streets averaging $1.645 million. With a high rate of owner- occupied single-family homes, St. Charles maintains stability in the local community. Distinctly a white-collar city, 87.36 percent of the workforce are employed in white-collar jobs– well above the national average.

Because of its high-ranked public-school district, St. Charles is a great place for families with children to consider. The city’s thirteen elementary schools and large population of college-educated adults provide an environment conducive to academic values, and the education level of St. Charles ranks among the highest in the nation.

The subject property is located at the intersection of Randall Road and Route 64, which includes large traffic generators in anchor tenants such as Costco and Starbucks. The site features easy access and excellent visibility to daily traffic counts in excess of 29,726 vehicles on Route 64 and 36,471 vehicles on Randall Road.

The property is within the main retail trade corridor of St. Charles and close proximity to numerous national major retailers including 7-Eleven, Aldi, BP, Jimmy John’s, Chipotle, Mercedes Benz, and more. The surrounding area is heavily populated with over 11,185 people living within a one- mile radius earning an average annual household income in excess of $117,465 per year. AERIAL VIEW | ST. CHARLES 23

19,658 households within 3-mile radius of property

29,726 vehicles per day

36,471 vehicles per day36,471 EXTERIOR PHOTOS | ST. CHARLES 24 EXTERIOR PHOTOS | ST. CHARLES 25 INTERIOR PHOTOS | ST. CHARLES 26 INTERIOR PHOTOS | ST. CHARLES 27 MATTESON 4701 Lincoln Mall Dr. MATTESON 29 DEMOGRAPHICS

POPULATION ESTIMATE

1-MILE 3-MILE 5-MILE 3,829 53,209 146,030

ESTIMATED AVERAGE HOUSEHOLD INCOME

1-MILE 3-MILE 5-MILE $99,928 $97,998 $96,295 MARKET OVERVIEW | MATTESON 30

The Village of Matteson is conveniently located off I-57, just thirty minutes from downtown Chicago. Home to nearly 20,000 residents, hundreds of Hammond, IN 17 mi businesses, and the close proximity of two major hospitals, Matteson Joliet, IL 27 mi offers the best of suburban living. Matteson features a culturally diverse residential population, a growing business area with a vast amount of Chicago, IL 30 mi shopping centers, award-winning schools, and surrounding universities.

The Village of Matteson is positioned along the Metra Electric commuter rail line and spans across Interstate 57 and Lincoln Highway. Although a largely residential community, the village is the site of several corporate office buildings. Matteson’s median household income is substantially higher than in the city of Chicago or Cook County. More than 80 percent of the houses in the village are single-family.

The subject property is located directly in front of The Promenade at Lincoln off Cicero Avenue, which includes large traffic generators in anchor tenants such as Sam’s Club and Target. The site features easy access and excellent visibility to daily traffic counts in excess of 37,228 vehicles on Route 30 at the corner of Lincoln Highway and Cicero Avenue.

Additionally, the property is next to I-57 which serves as a shortcut route for travelers headed between the south and Chicago, bypassing St. Louis, Missouri. I-57 services 71,400 vehicles per day.

The property is within the main retail trade corridor and close proximity to numerous national major retailers including The Home Depot, OfficeMax, Toys “R” Us, PetSmart, Ross, and more, as well as major car dealerships. Contributing to the strong deposit growth are the area’s dense residential neighborhoods, apartment complexes, and nearby services including hotels and hospitals. AERIAL VIEW | MATTESON 31

37,228 vehicles per day

71,400 vehicles per day EXTERIOR PHOTOS | MATTESON 32 EXTERIOR PHOTOS | MATTESON 33 CRESTWOOD 13343 S Cicero Ave. CRESTWOOD 35 DEMOGRAPHICS

POPULATION ESTIMATE

1-MILE 3-MILE 5-MILE 11 ,16 3 90,409 293,053

ESTIMATED AVERAGE HOUSEHOLD INCOME

1-MILE 3-MILE 5-MILE $76,638 $82,339 $87,000 MARKET OVERVIEW | CRESTWOOD 36

The Village of Crestwood is located in Cook County, just seventeen miles south of Chicago’s Loop. The village was incorporated in 1928 with a Orland Park, IL 8 mi population of 400 people. Since the 1960s, Crestwood has experienced Midway Airport 9 mi significant residential growth–an impressive 798 percent. Chicago, IL 25 mi As of July 2017, Crestwood has a population of 10,816 people and ranks in the upper quartile for Population Density and Diversity Index when compared to the other cities, towns, and Census Designated Places (CDPs) in Illinois. The village is a total of 3.1 square miles, bounded on the north by the Calumet-Saganski Channel, Pulaski Avenue to the east, Central Avenue to the west, and 143rd Street to the south.

Crestwood’s convenient location and thoughtful planning continues to attract prime business, hospitality, and industrial development, providing an unrivaled quality of life. Its strong local economy—a diverse mix of retail, office, industrial, and entertainment businesses—has benefited both residents and companies who have chosen to make Crestwood their home.

The combination of strategic leaders throughout the community with the support of its dedicated residents, Crestwood’s schools, recreational facilities, neighborhoods, and business community are thriving. A “Village on the Move,” Crestwood welcomes new ventures through planning, commitment, and community involvement by showcasing the charms of a community that embraces new ideas while treasuring its old.

The subject property is located on Cicero Avenue – just 1.5 miles from I-294 where daily traffic counts surpass 43,290 vehicles per day. I-294, the longest auxiliary Interstate Highway in Illinois which services 99,594 vehicles per day, serves as a bypass around the city of Chicago and connects to I-80 and I-94.

AERIAL VIEW | CRESTWOOD 37 43,290 vehicles per day per vehicles 43,290

99,594 vehicles per day EXTERIOR PHOTOS | CRESTWOOD 38 EXTERIOR PHOTOS | CRESTWOOD 39 40 EXCLUSIVE REPRESENTATION

Jonathan Wolfe Managing Principal 312.310.2798 [email protected] Lic: 475.017515

Jordan Shtulman Managing Principal 847.226.4133 [email protected] Lic: 475.152062

Jeff Lizzo Vice President 630 222 8409 [email protected] Lic: 475.149270

STREAM Capital Partners, LLC 4201 West Irving Park Road, Suite 200 Chicago, Illinois www.stream-cp.com